Reggie Middleton's  Instablog

Are we in consecutive back to back bubbles or what?

From Bloomberg:

KKR Puts Higher Valuation on Dollar General Than Walmart in IPO Offering: Wasn't the private equity/LBO biz dead just a year ago?

Wall Street Faces `Live Ammo' as Congress Tries to Dismantle Biggest Banks: So all of that posting about busting up the big banks didn't go to waste! See Any objective review shows that the big banks are simply too big for the safety of this country,Big Bank (and the Treasury) vs. Little Bank: Whose risking your tax dollars?, The Next Step in the Bank Implosion Cycle???and the very important JPM Public Excerpt of Forensic Analysis Subscription (1878) 

Japan Credit Default Swaps Seen Unraveling as Aiful Defers Payment on Debt: The Japanese version! See The Next Shoe to Drop: Credit Default Swaps (CDS) and Counterparty Risk - Beware what lies beneath!, Reggie Middleton says the CDS market represents a "Clear and Present Danger"!, CDS stands for Credit Default Suckers... andWill this be the first domino in the CDS collapse? .  

Spanish Economy Contracts for a Sixth Quarter, Slowing European Rebound: BBVA may be seen as more viable than it actually is. See  Banco Bilbao Vizcaya Argentaria SA (BBVA) Professional Forensic Analysis 2009-02-23 09:05:09 439.80 Kb 

And from my friends over at Calculated Risk: Fannie, Freddie, Counterparty Risk and More - excerpt from Freddie Mac's 10-Q:

We believe that several of our mortgage insurance counterparties are at risk of falling out of compliance with regulatory capital requirements, which may result in regulatory actions that could threaten our ability to receive future claims payments, and negatively impact our access to mortgage insurance for high LTV loans.

Those that follow me know how bearish I have been on the mortgage insurers for two years running now. I pretty much promised my readers that Ambac and MBIA were insolvent back in 2007:

• A Super Scary Halloween Tale of 104 Basis Points Pt I & II, by Reggie Middleton 
• Download a "Window" into Ambac's Problems 
• Fitch finally found my blog and cut Ambac's rating, So what's next... 
• The Next Shoe to Drop: Credit Default Swaps (CDS) and Counterparty Risk - Beware what lies beneath! 
• A personal email on the monolines, pt. deux 
• Is MBIA About to Pull the Wool Over the Market's Eyes? 
• Reggie Middleton on Assured Guaranty 
• It looks like Ambac is about to go. Trading down 75% in the first 17 minutes of the day 
• Monolines swoon, CDOs go boom & I really wonder why the ratings agencies are given any credibility.

Disclaimer: Assume I am short anything I am bearish on

Yes, you've been bamboozled! Hoodwinked! You're being taken for suckers that not only can't count, but whose memories have been washed away by threats of swine flu and reality TV shows. Do not fret, though. What I have is PROOF of the great Banking Bamboozle, for all to see. Now, armed with this proof, all I need for you is to go out and do something about it. Don't sit there staring at your screen, thinking "damn, he's got a point". Send a copy of this proof along with your comments to all of your elected officials, congressspersons, senators, bankers, insurers, business partners and the media outlet of your choice. The other alternative is... Maybe the powers that be have a point and threats of swine flu combined with the latest episode of survivor and flowery proclamations of "green shoots" amid 10.2% unemployment is all it takes to pull the wool over your eyes. We shall see, shall we??? This is a fact and figures packed blog post, complete with a plethora of downloadable models and references. Please do take the time to read through it before you return to your daily dose of government recommended "American Idol"... Yes, my goal is to piss you off! To goad you into action! To elicit a response.... and it gets worse as you read on.

I have compartmentalized this rather lengthy, yet interesting (to the right people) diatribe into major segments. Feel free to skip ahead or pick and choose the ones which most interest you - or if you have been freshly unplugged from the Matrix, I suggest you sit back with a good glass of wine and read through this entire missive:

1. Social mobility: The reason why the big banks are being protected at all costs and on the breaking backs of the unemployed taxpayer
   
2. The truth behind the Stress Tests and Unemployment
3. The truth behind credit loss assumptions: Where the hell did the stress test numbers come from?
4. The Grand Finale: So, what banks are in trouble and how much trouble are they in? A very granular and unprecedented look at the weaknesses of some of the anointed 19 that you cannot get from anywhere else!

You may have seen bits and pieces of stress test analysis in other blogs and news sites, but I doubt if you have seen all pieces of the pie stitched together, as below. You see, many complain about Goldman Sach's $40 billion of bonuses during a time of near depression, but as all who bother to even consider have probably summarized - this government is ran by, and ran for, the capitalist class. If you even have to ask a question after this statement, you can be rest assured you are not part of that class that the government truly serves. In preparation for the social mobility thesis behind the protection of the banks below, you should download this handy-dandy model that shows  you (in full detail) where YOU stand in the grand scheme of socio-economic stratification, or to put it more simply, how much the powers that be believe CNBC can effect your behavior (quick registration is required, you may choose the free option to subscribe) -  Socio-economic stratification model 2008-11-07 13:47:25 156.00 Kb. For many, going through this model is the equivalent of choosing between the blue and red pill in the Matrix, literally risking an unjacking from the network of make believe.

For those who feel you must get offended when social class is discussed, I strongly suggest you stop here and watch Cramer scream BUY! BUY! BUY! or otherwise get a solid dose of MSM, mind numbing programming. For the rest of you who choose to continue reading, you have just chosen the Blue Pill - prepare to be unplugged from the Matrix!

Social Mobility: The Reason Why the Big Banks Are Being Protected. Unlike the Jefferson's, We're moving on down!

 Social class is defined (on this blog) as the amount of control one has over one's socio-economic environment. It is much more than money, although money is a large component. For instance, Barack Obama is in a higher class than Robert DeNiro or Derek Jeter, although Robert DeNiro and Derek Jeter are most likely wealthier (although that is quite debatable after taking into consideration the value of Obama's campaign contribution list and membership database from his social networking site!). Obama's higher class stems from his ability to exert more control over his socio-economic environment. The factors that this author uses to determine class combine (with the associated weights) to create a "socioeconomic index":

Socioeconomic Index=

(Occupation X 12) + (Income source X12) + (Income X 7) + (Wealth X 14) + (Education X 7) + (Dwelling area X 15) + (Class Consciousness X 7) + (Housing X 12)

As you can see, wealth is the largest contributor to the class standing, and coincidentally it is the factor that is the most at risk in this current economic climate. I believe that there will be a significant entry into the upper middle class by those who were once firmly entrenched into the upper classes! While that may not seem like a big deal to many, it is damn big deal to those who are moving down the ladder. This also means, that there will be some space for others to move (relatively speaking) up the ladder into the capitalist class. One man's (or woman's) misfortune is another's opportunity.

Social Mobility is the name of the game in times of severe dislocation - times like we are experiencing now. It is the endgame of the extant capitalist class to convince the populace, both by means of government misinformation and disinformation disseminated through the mainstream media, that the current severe economic dislocation is over and we are well on the path to economic recovery. Economic recovery in this sense during this period can also be read as the cementing of the status quo for the capitalist class! Everytime a member of the capitalist oligarchy stumbles from its perch (usually in times of severe economic dislocation), a driven member from a lower rung on the socio-economic food chain rises to takes its place. The goal of the capitalist class is to prevent that lower rung member from rising "BY ANY MEANS NECESSARY!" Hence the "protect the banks at any cost" scenarios that you see coming from Paulson, Geithner, et. al. The mantra that you hear being preached by the guardians of the gates of the Capitalist Class, saying "we barely averted catastrophe!",  "The demise of XYZ (or GS) bank will bring upon us the end of the World as we know it", or any other nonsensical drama, is simply propaganda to frighten the sheeple into stepping in line, lockstep behind the minions of the Capitalist Class. Banks have been failing for thousands of years and the world moved on, without so much as a hiccup in the vast majority of cases. The world will come to an end as we know it for those members of the Capitalist Class that were closely associated to any bank that fails, which is why you here the aforementioned mantra from the minions of the Capitalist Class. Hey, I need for those underperforming banks to fail - for they are dragging on the productivity of this country like some royalty receiving wealth and influence from birthright rather than from merit or performance, and the failure of such institutions will enrich this country by allowing the hybrid vigor of the true capitalistic producers (as opposed to the rigid caste-like capitalist class) to move into the capitalist rung on the ladder and truly produce value. 

The massive amounts of extremely valuable, and apparently low cost (relatively) or absolutely free information disseminated from sources such as BoomBustBlog or ZeroHedge are attempts at equalizing the effect of the Capitalist Class Oligarchy, thus enabling social mobility through awareness. You see, when you are on top of the ladder, social mobility can only mean bad things. For everyone else, it can hold the promise of better things to come. 

Lower Strata	Underclass/Poor
	Working Poor
Middle Strata	Lower Middle Class
	Upper Middle Class
Upper Strata	Lower Upper Class	<-- 20% to 30% of BoomBustBloggers are here, roughly 1,500 of you!
	Higher Upper Class - the Capitalist Class

Once you are aware of how these things break down, you will see many settings in a different light. Again, here is the BoomBustBlog class model (based loosely upon the Index of Status Characteristics) available for download to anyone interested in delving into this further (quick registration is required, you may choose the free option to subscribe). See  boombustblog.com_social_class_model v.7.3 156.00 Kb.

Now, on to those Stress Tests! Let's take a walk through recent history... Earlier this year, in an attempt to assuage the fear of bank insolvency, the government issued what amounted to "take home" stress tests for the big US banks. These tests were known as SCAP (Supervisory Capital Assessment Program) tests. I have warned about the inaccuracies of these tests in the spring (see Welcome to the Big Bank Bamboozle and More-on-Reggie-Middletons-Bank-Stress-Testing), but now with the benefit of hindsight I will systematically go through the aspects of these tests which SEVERELY overestimated the strengths of the banks in question, with ample evidence sprinkled throughout.

 

The Unemployment Figures Used in the Stress Tests Have Proven to be Fantasy, at the Very Best! 

The stress tests assumed a worst case scenario for unemployment to be 8.9% in 2009 (see pages 8 and 9 in  scap_design_and_implementation 06/11/2009,23:08 286.90 Kb). As the facts stand now, the unemployment rate rose from 9.8% in September to 10.2% in October 2009 (see U.S. Unemployment Jumps to 10.2%, Prompting Obama to Pledge Fresh Measures). The long-term unemployment rate (including marginally attached job seekers and workers who are discouraged or part-time for economic reasons) rose from 17% in September to 17.5% in October 2009. (U.S. BLS)

 

As you can see, the major driver of future bank credit losses has been woefully underestimated, and thus the capital requirements of said banks have been woefully underestimated, among other things. We shall get to that in detail later on in this missive. For now...

The stress test assumptions worst case scenario was off by 130 basis points for 2009 and we are currently in uncharted territory since we pierced the worse case scenario for the entire prediction term of the assumption period (the 10.2% number was for October and we are trending sharply higher).

Even the Federal Reserve was more pessimistic shortly after the government agreed to let most banks pay back TARP and allegedly "passing" the stress tests. Despite this, last minute epiphany they were still significantly too optimistic. The U.S. Federal Reserve estimated unemployment at 9.2%-9.6% for Q4 2009 and 9%-9.5% for Q4 2010, off by up to a full 100 basis points, but still better than what they allowed the banks to project losses with.

More data tidbits before we move on:

• Reggie Middleton said, "I told you so" when this farce first got started: More-on-Reggie-Middletons-Bank-Stress-Testing
• The Job Openings and Labor Turnover Survey (JOLTS): The job openings rate in August 2009 was unchanged at 1.8%. The number of job openings has declined 50% since the peak in June 2007. The hires rate at 3.1% is at a low and the separation rate remained at a record low of 3.3%. (U.S. BLS) This implies that job losses in recent months have slowed mostly due to lesser layoffs while hiring is still subdued.
• Economist Michael Feroli, JP Morgan: The August JOLTS report shows that the number of unemployed/underutilized workers per job vacancy rose to 10.9 in August 2009. The continued increase in this ratio will put downward pressure on wages. The Beveridge curve (showing the inverse relationship between the vacancy rate and the unemployment rate) derived from the JOLTS survey is consistent with a rising natural rate of unemployment. (via the October 9, 2009 report 'Bad News and Good News in the August JOLTS)
• Going forward, the economy needs 100,000-150,000 job creation per month to employ the growing labor force, and over 200,000-250,000 job creation per month to recover the jobs lost during this recession. The jobless recovery might therefore keep the unemployment rate high for a few years.
• Professor Brad Delong, University of California Berkley: The increase in the unemployment rate during this cycle has been much greater relative to the contraction in real GDP, implying that Okun's Law is broken. (via Macroblog; 07/23/09)
• Dr. Nouriel Roubini: All elements of total labor income--jobs, hours and average hourly wages--are under pressure, which will impact consumption in the coming months. The unemployment rate in late 2009 will be higher than what was assumed for 2010 in the adverse scenario of the banks' stress tests. This will lead to further delinquencies on loans and securities and lower-than-expected recovery rates. As people with mortgages lose their jobs, they will have severe difficulties servicing their mortgages. (07/02/09)
• Bridgewater Associates: "Normally, labor markets lag the economy because incremental spending transactions are financed via debt, stimulated by interest rate cuts. But as long as credit remains frozen and in a deleveraging environment, job growth becomes an important leading, causal indicator of demand and other economic conditions. The deterioration in labor market will continue because companies' profit margins are so deeply damaged (amid the slowdown in consumer spending and credit crunch) that a little bounce in growth won't do much to alter their need to cut costs." (via Thoughts from the Frontline; 05/15/09)
• Bloomberg reports that the increase in temporary work hiring may foreshadow an increase in permanent hiring (see Temp-Worker Increase May Foreshadow Return to US Job Growth Nov. 6 ...). There is another way of looking at that though. Mary Daly, Bart Hobijn and Joyce Kwok, Federal Reserve Bank of San Francisco: Given relatively lower temporary layoffs and greater increase in part-time workers, the "level of labor market slack would be higher by the end of 2009 than experienced at any other time in the post-World War II period, implying a longer and slower recovery path for the unemployment rate. When the economy rebounds, employers will tap into their existing workforces rather than hire new workers." (06/05/09)
• Senior Economist Edward S. Knotek II and Research Associate Stephen Terry, Federal Reserve Bank of Kansas City: A banking crisis coinciding with a recession and recent rends in the labor market suggest that "unemployment  will recover much more slowly from this recession than past episodes of severe recession may suggest." (08/13/09)
• Professor Edmund Phelps, Columbia University: The non-accelerating inflation rate of unemployment (NAIRU) may rise above the current 5.5% to 6.5% or 7%. (via Bloomberg, May 26, 2009)
• OCED: The significant increase in unemployment during the recession and in the long term will lead to an increase in structural unemployment by 2010 and beyond. (06/09)

 

The truth behind credit loss assumptions: Where did the stress test numbers come from? They came from the guys that were actually being tested. It's the world's largest take-home test!

On several occasions, I have released research that explicit details the default rates, and as an extension, the loss and recovery rates behind residential mortgages in most states in the US (by combining the default rates with the Case Shiller data) - see "the open source mortgage default model", the downloadable, open source default and loss rate model (free registration required):  Revised SCAP Assumptions Public Open Source Version 1.1 2009-05-18 15:15:47 1.21 Mb and "Green Shoots are Being Fertilized by Brown Turds in the Mortgage Markets" (these links are must read items - they contain megabytes of government sourced, empirical loss data that directly contradicts what was offered in the SCAP tests). The aforelinked document is also available as a .pdf for download (with additional commentary) after a free registration:  BoomBustBlog.com's Realistic Recast of SCAP 2009-05-12 14:52:09. Much of this info came directly from the NY Fed and the FDIC, hence it was readily available to the Federal Reserve and the Treasury as well. Despite this, the SCAP tests used much more optimistic numbers than the NY Fed's own findings, and the results are becoming apparent as I type this.

 

Reference Fannie Mae's recent credit losses - Fannie’s Draws From Emergency Treasury Fund Reach $60 Billion ...Then there is evidence of further distress at other mortgage insurers: AIG Taps U.S. for $4.2 Billion to Help Restructure ILFC, Mortgage Insurer.

Ambac Insurance Unit May Be Put in Receivership, JPMorgan Says  (JPM is a year and a half late. I told you this back in 2007, see Ambac is Effectively Insolvent & Will See More than $8 Billion of Losses with Just a $2.26 Billion and Follow up to the Ambac Analysis) and on the consumer finance front Consumer Credit Declines More Than Forecast as American Job Losses Persist.

This is a must read document for anyone who has bothered to venture this far into the blog post (registration required to download):  BoomBustBlog.com's Realistic Recast of SCAP 2009-05-12 14:52:09. It was generated using data culled directly from the NY Fed's and the FDIC websites. I have created an open source model of this data for all to use at their discretion (registration required to download):  Revised SCAP Assumptions Public Open Source Version 1.1 2009-05-18 15:15:47 1.21 Mb

Here are a few key excerpts...

 

 

Geographic breakdown of Alt A loans

 

Source: New York Fed

I have warned about Alt A loans in the beginning of the year - see  The banking backdrop for 2009. As of April 30, 2009 there were nearly 2 mn Alt A loans outstanding, each with an average balance of $321,293, representing $651 bn (down from $658 bn in March 2009) of total Alt A loans (avg FICO score of 705). California with 43.8% of total Alt A loans (avg FICO score of 709) had the largest share of Alt A loans followed by Florida (9.4% of total Alt A with avg FICO score of 700) and New York (5.6% of Alt A loans with avg FICO score of 704).

Net Charge offs:

 

Alt A loans
State	Total Loans past due	Foreclosed Loans	REO loans	Gross Charge offs	Recovery Rate	Net Charge offs
CA	12%	11%	5%	36%	9%	32%
FL	9%	23%	3%	42%	9%	39%
NY	8%	8%	1%	26%	28%	19%
IL	6%	11%	4%	29%	21%	23%
TX	3%	2%	1%	11%	35%	7%
NJ	7%	13%	1%	30%	21%	24%
MI	6%	4%	7%	25%	9%	23%
MD	10%	7%	3%	29%	15%	25%
MA	8%	8%	2%	26%	28%	19%
PA	5%	4%	1%	17%	15%	14%
OH	4%	6%	2%	19%	21%	15%
AZ	8%	9%	5%	30%	9%	27%
Total	17.1%	9.3%	3.4%	30.5%	20.3%	26.6%

Is there collusion amongst the banks to drive up the prices of Toxic Assets? 

Last year, the government offered a public/private investment program that used taxpayer funds to assist private investors in leveraging up to purchase toxic assets off of bank balance sheets. I made immediate, and public, note that this program was rife with possibilities of collusion amongst the banks and loopholes ready to be abused. I even created a model for congress to peruse which detailed a few of the possibilities. See (free registration required): 

 PPIP full model, with collusion and implied leverage 2009-03-26 01:00:41 202.00 Kb. Miraculously, within months, toxic asset prices started floating higher. Hmmm! I am not saying outright collusion did occur, but it really does smell fishy. 

For those of you want to know what the stress tests results of the big banks were if they used the NY Fed/FDIC official loss data, I have run the numbers for you. It doesn't look very pretty in some cases. This content is paid subscriber-only, except for the two links that have public-lite and public excerpt included! Let's walk through the PNC free data, in light of how misleading their latest quarterly report was (see For those that didn't notice - Reggie Middleton on PNCl Q3-09 Results and then be sure to read At What Point Does Accounting Gimmickery Become an Outright Lie? Let's Ask PNC).

Click any of these graphics to enlarge...

 

 Notice the amount of leverage that PNC is using if one were to use the NY Fed and FDIC data in lieu of what PNC has proffered through their take home test.

As you can see from above, there is a significant difference between what the government's SCAP tests reveal PNC will lose and what the government's NY Fed and FDIC call sheet data says PNC will lose - a very significant difference. Solely as a result of looking at this chart, one should be willing to demand a second round of considerably more stringent stress testing.

 

If one were to granularly break down the foreseen losses to PNC's portfolio using the government data...

As you can see, going through each major loan category in PNC's books reveals a much LESS optimistic scenario than ANY portrayed in their SCAP take home test results...

In an act of near unprecedented generosity, I have included the PNC valuation along with the Blackrock contribution in the free PNC lite public download below (in alphabetical order). 

 

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Subscriber content that reveals what the banks REALLY needed in terms of capital and cushions to whether the true rate of losses and unemployment to come. You may subscribe here to access this content.

 Goldman Sachs Stress Test Professional 2009-04-20 10:06:45 4.04 Mb

 Goldman Sachs Stress Test Retail 2009-04-20 10:08:06 720.25 Kb

 MS Simulated Government Stress Test 2009-05-05 11:36:25 2.49 Mb

 MS Stess Test Model Assumptions and Stress Test Valuation 2009-04-22 07:55:17 339.99 Kb

 PNC SCAP Results recast using FDIC and NY Fed data - Pro 2009-05-15 07:31:21 455.37 Kb

 PNC SCAP Results recast using FDIC and NY Fed data - Retail 2009-05-15 07:30:25 395.18 Kb

 PNC Stress Test Pro 2009-04-13 02:10:17 3.11 Mb

 PNC Stress Test update - Professional 2009-04-21 15:55:56 3.00 Mb

 PNC Stress Test Retail 2009-04-13 02:11:08 323.51 Kb

 PNC Stress Test update - Retail 2009-04-21 15:53:52 777.50 Kb

 PNC stress test write up - public lite 2009-07-27 02:37:11 995.30 Kb

 Sun Trust Banks Simulated Government Stress Test 2009-05-05 11:37:13 1016.17 Kb

 JPM Public Excerpt of Forensic Analysis Subscription 2009-09-22 14:33:53 1.51 Mb

Disclaimer: Assume I am short anything that I am bearish on

Riddle me this. An industry gets into trouble due to chasing fads, loading up on debt and overpaying for property. Many participants in said industry flirt with insolvency due to difficulty meeting debt service and asset values that have dropped below liabilities. This industry has been gifted with a special tax provision that allows them to pay no corporate taxes as long as they pay out 90% of their income to their shareholders. By now I am sure you have guessed the industry, but let's move on .

After special meetings with the IRS, who were told that the world would end if these entities were forced to dump distressed real estate onto an already distressed market (in reality, commercial real estate prices will simply return to fundamentally supportable prices), these companies were given a special reprieve on top of their already gifted special reprieve that allows them to pay said dividends in stock rather than cash.

The need to conserve cash, as explained above, stems directly and primarily from imprudently participating in bubble binging, and from a tertiary perspective, the dwindling refinancing market - of which would not be such a big deal if companies didn't overpay for, and overleverage properties in the first place. The solution? Team up with the Wall Street banks that gave you the imprudent loans that most should have known couldn't be paid back in an effort to shift the losses to the retail investor. This is a win -win situation for the banks that made the loans as well as for the REITs that took the loans. Here is the playbook (for illustrative purposes only, of course):

Step #1: Pump the stock - Reference the upgrades, and notice they happen to occur right before a secondary offering - From ZeroHedge: Merrill Lynch In Full REIT Upgrade Mode - The Sequel. Notice that the upgrades are made despite the fact that the CRE market is in total shambles with no near to medium term improvement in sight.

Step #2: Dump the stock: Again from ZeroHedge: Bank Of America Merrill Lynch Gets Paid To Pay Itself Back In Developers Diversified.

Today, Developers Diversified Realty announced it was issuing $300 million in senior notes, with lead underwriter "BofA Merrill Lynch"...

... The final deal terms were $300 million of 9.625% notes due March 2016, priced at 99.42% to yield 9.75%. The syndicate, primarily BofA ML will pocket $5 million in underwriting fees (oddly, less than the customary 3% for a HY offering - are companies starting to demand more bang for their buck?).

And the ever crucial Use of Proceeds? Why paying back Bank of America's 2010 maturing credit facility, as if there was ever any surprise. More specifically:

We intend to use the net proceeds of this offering to repay debt, including, without limitation, one or more of:

•·         Borrowings under our $1.25 billion unsecured revolving credit facility maturing June 29, 2010 (with a one-year extension at our option subject to the satisfaction or waiver of customary closing conditions); as of June 30, 2009, total borrowings under our $1.25 billion unsecured revolving credit facility aggregated $1,169.5 million with a weighted average interest rate of 1.5%;

•·         Borrowings under our $75 million unsecured revolving credit facility maturing June 29, 2010 (with a one-year extension at our option subject to the satisfaction or waiver of customary closing conditions); as of June 30, 2009, there were no amounts outstanding under our $75 million unsecured revolving credit facility;

•·         A portion of our 4.625% Senior Notes due August 1, 2010; as of June 30, 2009, there was approximately $260.8 million aggregate principal amount of our 4.625% Senior Notes due August 1, 2010 outstanding; and

•·         A portion of our 5.000% Senior Notes due May 3, 2010; as of June 30, 2009, there was approximately $193.6 million aggregate principal amount of our 5.000% Senior Notes due May 3, 2010 outstanding.

Not a bad deal: the company refinances BofA's 2010 bank facility, which has a 1.5% interest rate with a 2016 term piece of paper, paying 9.625%. Any way you look at it, it goes to show the "solid fundamentals" behind the sector, where the cost of extending a maturity is 6 times the current interest rate!

This excerpt was taken from the ZeroHedge posted linked above. What I think they missed was that the yield on the secondary was much less relevant than it appeared, since DDR was probably going to pay it in stock (that's right, that funny stock split cum dividend thing).

Step #3: Shift the tax liabilities upon those who you dumped the stock on... The last step in this new REIT game, after dumping the unpayable debt converted into follow-on offering stock is to push the fake dividends and shift the tax liabilities of said fake dividends from the entity that generated the liability on to the investor. Normally, if the cash is not paid out, the REIT would have to pay the taxes on it. Now the REIT can keep the cash, dilute the stock by offering the pump and dump secondary,  then pass the tax liability off to the guys that were suckered into buying the stuff, most likely by sell side brokers and analysts - as was exemplified by the BofA Merrill Lynch excerpts above. If you feel as if I (actually, Zerohedge since they broke the story) am being a little hard on the Merrill guys, check out what their ex-REIT analyst head had to say as soon as he left the company - More from Zerohedge: Some Totally Unexpected REIT Lack Of Love From Merrill Lynch -

"From a financing standpoint things are far worse; from a fundamental standpoint things are certainly getting worse.".

As a matter of fact, this alleged "bait and switch" behavior was called out by ZeroHedge in an open letter to the SEC: Open Letter To The SEC Regarding Wall Street's REIT Bait-And-Switch:

Zero Hedge is well aware that our regulatory friends at the SEC and FINRA enjoy going through our articles in search of the "next big scam." We are always happy to make their lives a little easier and not only connect the dots but give them everything they need on a silver platter so that even a green securities lawyer, 4 hours fresh out of law school, would be able to comprehend and litigate.

A few weeks ago I caught on a troubling trend whereby Merrill Lynch/Bank of America embarked on an epic quest to underwrite equity follow on offerings for a vast majority of the lowest quality REITs including Kimco, ProLogis, Duke Realty and others. I say lowest quality, because Merrill's own analysts had a Sell rating on these names as recently as March 31 (for Kimco) and January 6 (for ProLogis). How the global economy has really changed for the better of REITs since then is still a mystery to me. But I digress. 

The following is the dividend payment history as gaken from DDR's website, to help drive the point home on the dividend thing:

Historical Dividends Issued

 

Declared	Ex-Date	Record	Payable	Amount	Type
Sep 10, 2009	Sep 21, 2009	Sep 23, 2009	Oct 15, 2009	0.02	U.S. Currency
May 28, 2009	Jun 9, 2009	Jun 11, 2009	Jul 21, 2009	0.2	Optional dividend (cash or stock)
Mar 2, 2009	Mar 10, 2009	Mar 12, 2009	Apr 21, 2009	0.2	Optional dividend (cash or stock)
Oct 24, 2008			Jan 7, 2009		Dividend omitted
Total dividends paid in 2009:	0.4200
Aug 19, 2008	Sep 24, 2008	Sep 26, 2008	Oct 7, 2008	0.69	U.S. Currency
May 15, 2008	Jun 18, 2008	Jun 20, 2008	Jul 8, 2008	0.69	U.S. Currency
Jan 9, 2008	Mar 18, 2008	Mar 21, 2008	Apr 8, 2008	0.69	U.S. Currency
Nov 19, 2007	Dec 19, 2007	Dec 21, 2007	Jan 8, 2008	0.66	U.S. Currency
Total dividends paid in 2008:	2.7300
Aug 15, 2007	Sep 20, 2007	Sep 24, 2007	Oct 2, 2007	0.66	U.S. Currency
May 17, 2007	Jun 18, 2007	Jun 20, 2007	Jul 3, 2007	0.66	U.S. Currency
Feb 16, 2007	Mar 21, 2007	Mar 23, 2007	Apr 9, 2007	0.66	U.S. Currency
Nov 20, 2006	Dec 20, 2006	Dec 22, 2006	Jan 8, 2007	0.59	U.S. Currency
Total dividends paid in 2007:	2.5700
Aug 15, 2006	Sep 14, 2006	Sep 18, 2006	Oct 2, 2006	0.59	U.S. Currency
May 17, 2006	Jun 15, 2006	Jun 19, 2006	Jul 5, 2006	0.59	U.S. Currency
Feb 15, 2006	Mar 20, 2006	Mar 22, 2006	Apr 3, 2006	0.59	U.S. Currency
Nov 15, 2005	Dec 21, 2005	Dec 23, 2005	Jan 6, 2006	0.54	U.S. Currency
Total dividends paid in 2006:	2.3100

I guess they consulted some of their financial engineers, and decided a couple of pennies (literally) would do for now, though:

CLEVELAND, OH, Sep 10 (MARKET WIRE) --

Developers Diversified Realty (NYSE: DDR) today declared its third

quarter 2009 common stock dividend of $0.02 per share. The common

dividend is payable October 15, 2009 to shareholders of record at the

close of business on September 23, 2009.

 

    The Company has elected to maintain a cash dividend comparable to prior quarters but has elected to not pay the stock portion as the Company's most recent estimates indicate that the payment of the stock portion is not required to maintain REIT status. The Company will continue to review its dividend policy on a quarterly basis and make payments sufficient to maintain REIT status, receive favorable tax treatment and provide yield to shareholders while prudently assessing its current liquidity and the state of the capital markets.

This does tend to make one wonder what the hell income investors are thinking in buying a virtually income-less investment that has such potential for capital loss! To attempt to drive this point home, let's take an individual investor in the 34% tax bracket that has 10k shaes of Brand X REIT at $20 per share, and receives $1 dividend, 90% of which was paid in stock. This equates to $9,000 stock (re)distribution and $1,000 in cash. He will end up paying (.34 * $9,000) $3,332 in taxes on what amounts to a stock split, and will only have (.34 * $1,000) $660 in cash to cover it from the balance of the dividend distribution. In this scenario, the retail investor will be out of $2,672 in after tax cash for every $10,000 of 90% stock dividend distribution. Will he ever see that income again? Doubtful! Hey, what if Reggie Middleton is right (see "Boo!!! Will Halloween Scare the Market into Respecting the Fundamentals?" and "Re: Commerical Real Estate and REITs - It's About That Time, again...") and the CRE market tanks even more in the future? Well, Mr. Investor will have some capital losses with which he can try to convince his accountant to try to use in some creative and imaginative fashion to offset that phantom income (albeit attached to some quite corporeal taxes) that he never saw, touched, nor even had a chance to spend!

It appears as if we have been catching REITs in all types of mischevious things as of late. Remember GGP? In "If only more rich heiresses read my blog" I made note of the big lawsuit filed by the heiress to the ex-GGP's ex-fortune suing her law firm for misconduct. If she read BoomBustBlog she, her lawyers and the SEC would have seen that we practically laid out a roadmap of misconduct for all interested parties, complete with pretty charts and everything (excerpted from "blog readers chimed in with their expertise and opinions"):

 

I read your post on the redemption and share purchase with great interest. I reviewed the 13D filing and there seems to be an exhibit missing. The section summarizing the 500M loan facility, references the complete loan agreement as an exhibit.  It is no where to be found. Where is it?

 The prohibition of personal loans under section 402 of Sarbanes-Oxley amended section 13 of the 1934 SEC act, broadly prohibits public companies from making or arranging many types of personal loans, directly or indirectly, to their directors and executive officers.

 As you aptly note, there are a boatload of questions. Not the least of which is the question concerning the terms of the Citi loan. I think what you're alluding to as the real purpose of these transactions follows: GGP issues shares 22.8 m shares at $36 dollars a share (821M).  MBCP III takes 10% of the issue for $88M. MBCP III purchases division "B" interest from the Matthew Bucksbaum Trust and General Growth Corporation, paying for the "interest with GGP LP units the to Bucksbaum Trust.  

 

Next up will be a list of REITs that didn't make my final shortlist, then next week I will debut the first of my 4th quarter 2009 REIT short candidates for subscribers.
Disclaimer: most likely short all tickers that I am bearish on in this article